Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2018 | Feb. 11, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | GH Capital Inc. | |
Entity Central Index Key | 1,609,472 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity's Reporting Status Current? | Yes | |
Trading Symbol | ghhc | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 159,381,564 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Current Assets: | ||
Cash | $ 23,705 | $ 67,491 |
Accounts receivable | 667 | |
Prepaid expenses and other current assets | 3,000 | 7,250 |
Total Current Assets | 26,705 | 75,408 |
Total Assets | 26,705 | 75,408 |
Current Liabilities: | ||
Accounts payable | 32,050 | 24,690 |
Accrued expenses | 25,263 | 22,617 |
Convertible notes payable, net of discounts | 263,463 | 308,275 |
Deferred revenue | 3,333 | |
Due to related parties | 4,253 | 4,253 |
Derivative liabilities | 537,794 | 589,980 |
Liabilities of discontinued operations | 742 | 14,286 |
Total Current Liabilities | 866,898 | 964,101 |
Commitments and Contingencies (see Note 11) | ||
Stockholders' Equity: | ||
Preferred stock ($0.0001 par value; 10,000,000 shares authorized; No shares issued and outstanding at December 31, 2018 and September 30, 2018, respectively) | ||
Common stock ($0.0001 par value; 490,000,000 shares authorized; 86,551,494 and 61,846,818 shares issued and outstanding at December 31, 2018 and September 30, 2018, respectively) | 8,655 | 6,185 |
Additional paid-in capital | 5,708,403 | 5,495,986 |
Accumulated deficit | (6,557,251) | (6,390,864) |
Accumulated other comprehensive loss - marketable securities | ||
Total Stockholders' Equity | (840,193) | (888,693) |
Total Liabilities and Stockholders' Equity | $ 26,705 | $ 75,408 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock,par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 490,000,000 | 490,000,000 |
Common stock, shares issued | 86,551,494 | 61,846,818 |
Common stock, shares outstanding | 86,551,494 | 61,846,818 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statements Of Operations And Comprehensive Income Loss | ||
Revenues | ||
Operating Expenses: | ||
Compensation | 6,000 | 3,500 |
Professional fees | 34,743 | 69,739 |
Other selling, general and administrative expenses | 2,746 | 8,198 |
Total operating expenses | 43,489 | 81,437 |
Operating loss from operations from continuing operations | (43,489) | (81,437) |
Other Income (Expenses): | ||
Loss from change in fair value of conversion option liability | (3,002) | (202,094) |
Gain (loss) from foreign currency transactions | (10) | 201 |
Loss on debt extinguishment | (76,638) | |
Interest income (expense) | (40,895) | (57,699) |
Total other income (expenses) | (120,545) | (259,592) |
Loss from continuing operations before provision for income taxes | (164,034) | (341,029) |
Provision for income taxes | ||
Loss from continuing operations | (164,034) | (341,029) |
Discontinued operations: | ||
Loss from discontinued operations | (2,353) | (15,017) |
Total loss from discontinued operations | (2,353) | (15,017) |
Comprehensive Income (loss): | ||
Net loss | (166,387) | (356,046) |
Unrealized gain (loss) on available-for-sale marketable securities | 90 | |
Comprehensive loss | $ (166,387) | $ (355,956) |
Loss per common share, basic and diluted | ||
Loss from continuing operations | $ 0 | $ (0.01) |
Loss from discontinued operations | 0 | 0 |
Total Loss per common share, basic and diluted | $ 0 | $ (0.01) |
Weighted Average Common Shares Outstanding - Basic and diluted | 68,208,335 | 60,661,818 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (166,387) | $ (356,046) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation and fees | 1,500 | |
Amortization of software development costs | 23,901 | 53,333 |
Loss on debt extinguishment | 76,638 | |
Loss from change in fair value of conversion option liability | 3,002 | 202,094 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 667 | |
Prepaid expenses | 4,250 | 8,500 |
Assets of discontinued operations | 519 | |
Accounts payable | 7,360 | (9,849) |
Accrued expenses | 15,494 | 4,366 |
Deferred revenue - related party | 3,333 | |
Liabilities of discontinued operations | (13,544) | (4,166) |
Net cash used in operating activities | (43,786) | (101,249) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible debt, net of issuance cost | 143,250 | |
Net cash provided by financing activities | 143,250 | |
Net increase (decrease) in cash | (43,786) | 42,001 |
Cash - beginning of year | 67,491 | 12,694 |
Cash - end of year | 23,705 | 54,695 |
Cash paid for: | ||
Interest | ||
Income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for principal amount and accrued interest on convertible debt | 62,109 | |
Unrealized loss on marketable securities | 90 | |
Debt discounts on convertible debt | 160,000 | |
Reclassification of put premium to additional paid in capital | $ 19,452 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 3 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS GH Capital Inc. (the “Company”), a Florida corporation, was formed on May 5, 2014 and commenced operations in October 2014. The Company provided online payment processing services to consumers, primarily in Europe and provides certain consulting services to assist companies in going public. On September 18, 2018, the Company’s management terminated the Company’s online payment processing services. As a result, the Company will shift its focus to its consulting services business. As such, the online payment processing services business activities were reclassified and reported as part of “discontinued operations”. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the years ended September 30, 2018 and 2017 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on December 28, 2018. Going Concern These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed financial statements, the Company had a net loss of $166,387 for the three months ended December 31, 2018. The net cash used in operations was $43,786 for the three months ended December 31, 2018. Additionally, the Company had an accumulated deficit of $6,557,251 and a stockholders’ deficit of $840,193 at December 31 2018 and has no revenues for the three months ended December 31, 2018. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report. The Company is in the process in building its customer base and expects to generate increased revenues and the Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Although the Company has historically raised capital from sales of common stock and debt financing, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional debt in the near future, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. Included in these estimates are assumptions used in determining the allowance for doubtful accounts receivable, the fair value of derivative liabilities, valuation allowance for deferred tax assets and the valuation of stock issued for services or upon conversion of debt. Fair value of financial instruments and fair value measurements FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1- Level 2- Level 3- The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, loans, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial and non-financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company accounts for the following instruments at fair value. At December 31, 2018 At September 30, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 537,794 — — $ 589,980 Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis The Company’s convertible notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018. The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities (see note 4) and revalues its derivative liability on the conversion feature at every reporting period and recognizes gains or losses in the statements of operations that are attributable to the change in the fair value of the derivative liabilities. The fair value of derivative financial instruments, measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2018 measured $537,794. A roll forward of the level 3 derivative liabilities is as follows: Balance at September 30, 2018 $ 589,980 Initial fair value of conversion option liabilities — Reduction of liability included in loss on debt extinguishment (55,188 ) Loss from change in fair value of conversion option liabilities 3,002 Balance at December 31, 2018 $ 537,794 Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2018 and September 30, 2018. Concentration of Credit Risk, Accounts Receivable and Revenues The Company maintains its cash in financial institutions in the United States for which balances are insured up to Federal Deposit Insurance Corporation limits of $250,000 per account. The Company also maintains cash in financial institutions based in the country of Cyprus. At December 31, 2018, bank accounts in Cyprus are insured for up to $119,000 per Bank under the regulations of the European Union. At times, cash balances may exceed the federally insured limits. The Company had no amounts that exceeded insured limits at December 31, 2018 and September 30, 2018. There is one customer that accounted for 100 % of the Company’s Accounts Receivable balance at September 30, 2018. There was no comparable transaction at December 31, 2018. For the three months ended December 31, 2017, three customers accounted for approximately 96.6% of the total revenues from discontinued operations (39.9%, 8.2% and 48.5% from a related party). There was no comparable transaction during the three months ended December 31, 2018. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets of $3,000 and $7,250 at December 31, 2018 and September 31, 2018, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses may include prepayments in cash and equity instruments for consulting, public relations and business advisory services, and accounting fees which are being amortized over the terms of their respective agreements. Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Derivative Liabilities The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with FASB ASC 815-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded conversion options be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise and repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date, and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers (“ASC 606”), which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASC 606 beginning October 1, 2018. There are two sources of recognized revenue. These comprise (1) payment processing services related to online money transfer transactions for diversified online merchants with a target market in Europe and (2) consulting for business development. For the consulting services, included in continuing operations, revenue is recognized when the Company satisfies the performance obligation based on the consulting agreement. In the payment processing segment, which is included in loss from discontinued operations, revenues consisted of fees generated through the electronic processing of payment transactions and related services, and was recognized as revenue during the period the transactions were processed or when the related services were performed. Merchants may be charged for these processing services at a bundled rate based on a percentage of the dollar amount of each transaction and, in some instances, additional fees are charged for each transaction. Merchant customers were generally charged a flat fee plus percentage per transaction, while others may also be charged miscellaneous fees, including fees for chargebacks or returns, monthly minimums, and other miscellaneous services. Revenues also included any up-front fees for the work involved in implementing the basic functionality required to provide electronic payment processing services to a customer. Revenue from such implementation fees was recognized over the term of the related service contract. The Company’s revenue was comprised of monthly recurring services provided to customers, for whom charges are contracted for over a specified period of time. Payments received from customers that are related to future periods are recorded as deferred revenue until the service is provided. Cost of Revenues Cost of revenues if any relates to the Company’s consulting service business. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, Share-Based Payment, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The Financial Accounting Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments non-employees, compensation expense is determined at the measurement date defined as the earlier of; a) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or; b) the date at which the counterparty's performance is complete. The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated, based on the then current fair value, at each subsequent reporting date. Research and Development Research and development costs are expensed as incurred. Loss per Common Share and Common Share Equivalent Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At December 31, 2018, the Company has 42,936,507 and 50,000 potentially dilutive securities outstanding, related to the convertible promissory notes and outstanding stock warrants, respectively, At December 31, 2017, the Company has 548,885 potentially dilutive securities outstanding related to the convertible promissory notes. Those potentially dilutive common stock equivalents were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss during the three months ended December 31, 2018 and 2017. In addition, there were 39,960,798 shares reserved for issuance related to convertible note agreements. Foreign Currency Transactions The reporting and functional currency of the Company is the U.S. dollar. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. Recently Issued Accounting Standards From time to time, the FASB or other standards setting bodies will issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”). In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” whereby lessees will need to recognize almost all leases on their balance sheet as a right of use of asset and a lease liability. This guidance is effective for interim and annual reporting beginning after December 15, 2018. The Company does not anticipate this ASU to have a material impact on its financial statements on January 1, 2019. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS On March 30, 2015, the Company entered into a services contract with Global Humax Cyprus Ltd. (“Cyprus”), a company owned by the Company’s chief executive officer. Under the terms of the contract, the Company will provide services to Cyprus for a period of two years from the date of the agreement. Additionally, the Company earns fees from the processing of payment transactions and related services from Cyprus. For the three months ended December 31, 2018 and 2017, aggregate revenues from discontinued operations – related party amount to $0 and $3,411 respectively. During fiscal year 2015, Cyprus paid various general and administrative expenses on behalf of the Company in the amount of $3,173. These advances are non-interest bearing and are due on demand. At December 31, 2018 and September 30, 2018, the Company owed Cyprus $3,173 and $3,173, respectively. During fiscal year 2015, the Company’s Chief Executive Officer advanced $10 to the Company for working capital purpose. The advance is non-interest bearing and payable on demand. At December 31, 2018 and September 30, 2018, the Company owed its Chief Executive Officer $10 and $10, respectively. During fiscal year 2018, the Company’s Attorney who is a director of the Company advanced $1,070 to the Company for working capital purpose. The advance is non-interest bearing and payable on demand. At December 31, 2018 and September 30, 2018, the Company owed its Attorney $1,070 and $0, respectively. During the three months ended December 31, 2018 and 2017, the Company paid cash compensation to a designated member of its board of directors in the amount of $3,000 and $3,500, respectively, in connection with a written agreement with the director. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 4– CONVERTIBLE NOTES PAYABLE On October 10, 2017, the Company issued a 12% Convertible Promissory Note for principal borrowings of $160,000 to a non-related party. The 12% convertible promissory note and all accrued interest are due on July 10, 2018. The Company received proceeds of $143,250 in cash which is net of offering costs of $16,750, recorded as a discount. The note is unsecured and bears interest at the rate of 12% per annum from the issuance date thereof until the note is paid. The note holder shall have the right to convert beginning on the date which is following the issuance date the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to a price which is the lower of $0.65 per share or 55% of the lowest trading price of the Company’s common stock during the 25 trading days immediately preceding the conversion date. At any time during the period beginning on the issue date and ending on the date which is 90 days following the issue date, the Borrower shall have the right, exercisable on not less than 3 trading days prior written notice to the holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 130%, multiplied by the sum of then outstanding principal amount of the Note plus accrued and unpaid interest on the unpaid principal amount of the Note plus default interest, if any. During the first 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under the note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium of 140%. After this initial 180-day period, the Company does not have a right to prepay the note. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of 24% per annum from the due date thereof until the same is paid. The conversion price, however, is subject to full ratchet anti-dilution in the event that the Company issues any securities at a per share price lower than the conversion price then in effect. The Note contains representations, warranties, and events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. On April 26, 2018 the Company issued 25,000 shares of common stock to the noteholder with a contractual conversion price of $0.04 to convert $0 principal amount with $501 of accrued and unpaid interest and $500 conversion fee, totaling $1,001. On May 25, 2018 the Company issued 50,000 shares of common stock to the noteholder with a contractual conversion price of $0.03 to convert $0 principal amount with $902 of accrued and unpaid interest and $500 conversion fee, totaling $1,402. On June 12, 2018 the Company issued 110,000 shares of common stock to the noteholder with a contractual conversion price of $0.03 to convert $0 principal amount with $2,585 of accrued and unpaid interest and $500 conversion fee, totaling $3,085. On July 10, 2018, the Company failed to make the repayment of the outstanding principal and interest at the maturity date which causes the default interest rate of 24% to become effective. On August 21, 2018 the Company issued 150,000 shares of common stock to the noteholder with a contractual conversion price of $0.02 to convert $0 principal amount with $2,056 of accrued and unpaid interest and $500 conversion fee, totaling $2,556. On September 7, 2018 the Company issued 100,000 shares of common stock to the noteholder with a contractual conversion price of $0.01 to convert $0 principal amount with $544 of accrued and unpaid interest and $500 conversion fee, totaling $1,044. On September 28, 2018 the Company issued 180,000 shares of common stock to the noteholder with a contractual conversion price of $0.0048 to convert $0 principal amount with $364 of accrued and unpaid interest and $500 conversion fee, totaling $864. The conversion price falling below $0.01 triggered clause 1.4(g) of the promissory note which allows for the principal amount of the note to increase by $15,000. Per the noteholder, this $15,000 will be added to the principal at the end of the note, allowing the Company to convert out of the original principal and interest first, however, for accounting purposes the $15,000 was added to the principal on September 25, 2018. In addition, the variable conversion price shall be redefined to mean 40% multiplied by the market price (or a 60% discount). Between October 10, 2018 and December 27, 2018, the Company issued an aggregate of 5,600,000 shares of common stock to the noteholder with a contractual conversion price of $0.002 to convert $0 principal amount with $12,848 of accrued and unpaid interest, totaling $12,848. As of December 31, 2018, the principal balance of this note is $175,000 and accrued interest of $16,176. In February 2018, under a Securities Purchase Agreement, the Company issued a 10% Convertible Promissory Note for principal borrowings of up to $180,000 and received initial proceeds of $60,000. In June 2018, the Company received additional proceeds of $20,000 which resulted to a total of $80,000 proceeds. The 10% convertible promissory notes and all accrued interest are due in twelve months from the effective date of each tranche. The notes are unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the notes are paid. The note holder shall have the right to convert beginning on the issuance date, the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price to a price which is 65% of the lowest trading price of the Company’s common stock during the 25 prior trading days to the conversion date subject to increases in the discount rate based on certain future events. If at any time while this note is outstanding, the conversion price is equal to or lower than $0.15, then an additional 15% discount shall be added into the conversion price resulting in a discount rate of 50%. During the first 90 days following the date of this note, the Company has the right to prepay the principal and accrued but unpaid interest due under this note, together with any other amounts that the Company may owe the holder under the terms of this note, at a premium ranging from 135% to 145% as defined in the note agreement. After this initial 90-day period, the Company does not have a right to prepay the note. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of 15% per annum from the due date thereof until the same is paid. The conversion price, however, is subject to full ratchet anti-dilution in the event that the Company issues any securities at a per share price lower than the conversion price then in effect. The Company paid an original issuance discount of $8,000 and related loan fees of $3,500 in connection with this note payable which is being amortized over the term of the note. The Note contains representations, warranties, events of default, beneficial ownership limitations, piggyback registration rights and other provisions that are customary of similar instruments. On September 5, 2018 the Company issued 270,000 shares of common stock to the noteholder with a contractual conversion price of $0.01 to convert $3,023 principal amount with $0 of accrued and unpaid interest and $500 conversion fee, totaling $3,523. Between October 4, 2018 and December 21, 2018, the Company issued an aggregate of 9,124,000 shares of common stock to the noteholder with a contractual conversion price of $0.002 to convert $18,836 principal amount with $0 of accrued and unpaid interest and $1,500 conversion fee, totaling $20,336. As of December 31, 2018, the principal balance of this note is $58,140 and accrued interest of $5,926. The Company evaluated whether or not the above two convertible promissory notes contains embedded conversion features, which meet the definition of derivatives under ASC 815 and related interpretations. The Company determined that the terms of the notes discussed above contains conversion terms, primarily those resulting in an indeterminable number of shares being issued upon conversion which causes the embedded conversion option to be bifurcated and accounted for as derivative liability at fair value. In connection with the issuance of these notes during fiscal year 2018, on the initial measurement date of the notes, the fair values of the embedded conversion option of $423,778 was recorded as derivative liabilities of which $218,234 was charged to current period operations as initial derivative expense, and $205,544 was recorded as a debt discount which will be amortized into interest expense over the term of the note. Upon conversions during the three months ended December 31, 2018, the respective derivative liability was marked to fair value at the conversion, and then a related fair value amount of $55,188 relating to the portion of debt converted was reclassified to other income or expense as part of gain or loss on debt extinguishment. Additionally, the Company recorded loss on debt extinguishment of $131,826 during the three months ended December 31, 2018 in connection with the conversion of notes. At the end of each reporting period, the Company revalues the embedded conversion option derivative liabilities. In connection with the revaluation, the Company recorded a loss from change in fair value of conversion option liability of $3,002 and $202,094 for the three months ended December 31, 2018 and 2017, respectively (see Note 2). In June 2018, under a Securities Purchase Agreement, the Company issued a 10% Convertible Promissory Note for principal borrowings of up to $58,000. The 10% convertible promissory note and all accrued interest are due in June 2019. The note is unsecured and bears interest at the rate of 10% per annum from the issuance date thereof until the notes are paid. The note holder has the right to convert beginning 180 days following the issuance date, the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to 61% of the average of the lowest two trading prices of the Company’s common stock during the 20 trading days immediately preceding the conversion date. During the first 30 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid interest due under these notes, together with any other amounts that the Company may owe the holder under the terms of these notes, at a premium ranging from 115% to 140% as defined in the note agreements. After this initial 180-day period, the Company does not have a right to prepay the note. The Company paid original issuance cost and related loan fees of $3,000 in connection with this note payable which is being amortized over the term of the note. The Company granted the note holder 50,000 warrants in connection with the issuance of this note. The warrants had a term of 5 years from the date of grant and was exercisable at an exercise price of $0.40. Between December 26, 2018 and December 31, 2018, the Company issued an aggregate of 9,980,676 shares of common stock to the noteholder with a contractual conversion price of $0.003 to convert $30,425 principal amount with $0 of accrued and unpaid interest, totaling $30,425. During fiscal 2018, the Company accounted for the warrants by using the relative fair value method and recorded debt discount from the relative fair value of the warrants of $6,206 using a simple binomial lattice model. The Company has accounted for this convertible promissory note as stock settled debt under ASC 480 and in June 2018, the Company recorded an original debt premium liability of $37,082 and a charge to interest expense of $37,082. Upon conversions during the three months ended December 31, 2018, Put Premium of $19,452 was reclassified to additional paid-in capital. As of December 31, 2018, the principal balance of this note was $27,575 and accrued interest of $3,160. For the three months ended December 31, 2018 and 2017, amortization of debt discounts related to all convertible promissory notes amounted to $23,901 and $53,333 which has been amortized to interest expense on the accompanying statements of operations. During the three months ended December 31, 2018 the fair value of the derivative liabilities were estimated using the Binomial option pricing method with the following assumptions: Dividend rate 0 % Term (in years) 0.01 to 0.44 years Volatility 426.08 % Risk-free interest rate 2.44 to 2.56 % At December 31, 2018 and September 30, 2018, the components of convertible promissory notes, net consisted of the following: December 31, 2018 September 30, 2018 Principal amount of convertible notes $ 260,715 $ 309,976 Debt premium liability 17,630 37,082 Unamortized debt discount (14,882 ) (38,783 ) Convertible notes payable, net – current $ 263,463 $ 308,275 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company has 10,000,000 shares of preferred stock authorized. Preferred stock may be issued in one or more series. The Company’s board of directors is authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series. No shares of preferred stock have been issued as of December 31, 2018 and September 30, 2018. Common Stock Between October 4, 2018 and December 31, 2018, the Company issued an aggregate of 24,704,676 shares of the Company’s common stock to note holders with contractual conversion prices ranging from $0.002 to $0.003 to convert $49,261 in principal amount with $12,848 of accrued and unpaid interest and $1,500 of conversion fees, totaling $63,609. The shares were valued at their fair value of $195,435 using the closing quoted trading price of the Company’s common stock on the date of grants ranging from $0.01 to $0.03 per common share. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 6 – DISCONTINUED OPERATIONS The remaining assets and liabilities of discontinued operations are presented in the balance sheets under the caption “Assets of discontinued operations” and “Liabilities of discontinued operations” which relates to the operations of the online payment processing services. The carrying amounts of the major classes of these assets and liabilities as of December 31, 2018 and September 30, 2018 are summarized as follows: December 31 September 30, 2018 2018 Liabilities: Accounts payable $ 742 $ 14,286 Liabilities of discontinued operations $ 742 $ 14,286 The following table sets forth for three months ended December 31, 2018 and 2017, indicated selected financial data of the Company’s discontinued operations of its online payment processing services. For the three months ended 2018 2017 Revenues $ — $ 7,029 Cost of sales (2,353 ) (7,421 ) Gross income (loss) (2,353 ) (392 ) Operating expenses — (14,625 ) Loss from discontinued operations $ (2,353 ) $ (15,017 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS Between January 3, 2019 and February 7, 2019, the Company issued an aggregate of 72,830,070 shares of the Company’s common stock to note holders with contractual conversion prices ranging from $0.001 to $0.005 to convert $73,244 in principal amount with $20,571 of accrued and unpaid interest and $5,000 of conversion fees, totaling $98,815. The shares were valued at their fair value of $568,331 using the closing quoted trading price of the Company’s common stock on the date of grants ranging from $0.01 to $0.02 per common share. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the years ended September 30, 2018 and 2017 of the Company which were included in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on December 28, 2018. |
Going Concern | Going Concern These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed financial statements, the Company had a net loss of $166,387 for the three months ended December 31, 2018. The net cash used in operations was $43,786 for the three months ended December 31, 2018. Additionally, the Company had an accumulated deficit of $6,557,251 and a stockholders’ deficit of $840,193 at December 31 2018 and has no revenues for the three months ended December 31, 2018. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report. The Company is in the process in building its customer base and expects to generate increased revenues and the Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Although the Company has historically raised capital from sales of common stock and debt financing, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional debt in the near future, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. Included in these estimates are assumptions used in determining the allowance for doubtful accounts receivable, the fair value of derivative liabilities, valuation allowance for deferred tax assets and the valuation of stock issued for services or upon conversion of debt. |
Fair Value of Financial Instruments | Fair value of financial instruments and fair value measurements FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1- Level 2- Level 3- The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, loans, accounts payable, accrued expenses, and other payables approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial and non-financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company accounts for the following instruments at fair value. At December 31, 2018 At September 30, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 537,794 — — $ 589,980 Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis The Company’s convertible notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018. The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities (see note 4) and revalues its derivative liability on the conversion feature at every reporting period and recognizes gains or losses in the statements of operations that are attributable to the change in the fair value of the derivative liabilities. The fair value of derivative financial instruments, measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2018 measured $537,794. A roll forward of the level 3 derivative liabilities is as follows: Balance at September 30, 2018 $ 589,980 Initial fair value of conversion option liabilities — Reduction of liability included in loss on debt extinguishment (55,188 ) Loss from change in fair value of conversion option liabilities 3,002 Balance at December 31, 2018 $ 537,794 |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company had no cash equivalents at December 31, 2018 and September 30, 2018. |
Concentration of Credit Risk and Revenues | Concentration of Credit Risk, Accounts Receivable and Revenues The Company maintains its cash in financial institutions in the United States for which balances are insured up to Federal Deposit Insurance Corporation limits of $250,000 per account. The Company also maintains cash in financial institutions based in the country of Cyprus. At December 31, 2018, bank accounts in Cyprus are insured for up to $119,000 per Bank under the regulations of the European Union. At times, cash balances may exceed the federally insured limits. The Company had no amounts that exceeded insured limits at December 31, 2018 and September 30, 2018. There is one customer that accounted for 100 % of the Company’s Accounts Receivable balance at September 30, 2018. There was no comparable transaction at December 31, 2018. For the three months ended December 31, 2017, three customers accounted for approximately 96.6% of the total revenues from discontinued operations (39.9%, 8.2% and 48.5% from a related party). There was no comparable transaction during the three months ended December 31, 2018. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets of $3,000 and $7,250 at December 31, 2018 and September 31, 2018, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses may include prepayments in cash and equity instruments for consulting, public relations and business advisory services, and accounting fees which are being amortized over the terms of their respective agreements. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Derivative liabilities | Derivative Liabilities The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with FASB ASC 815-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any embedded conversion options be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise and repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date, and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers (“ASC 606”), which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASC 606 beginning October 1, 2018. There are two sources of recognized revenue. These comprise (1) payment processing services related to online money transfer transactions for diversified online merchants with a target market in Europe and (2) consulting for business development. For the consulting services, included in continuing operations, revenue is recognized when the Company satisfies the performance obligation based on the consulting agreement. In the payment processing segment, which is included in loss from discontinued operations, revenues consisted of fees generated through the electronic processing of payment transactions and related services, and was recognized as revenue during the period the transactions were processed or when the related services were performed. Merchants may be charged for these processing services at a bundled rate based on a percentage of the dollar amount of each transaction and, in some instances, additional fees are charged for each transaction. Merchant customers were generally charged a flat fee plus percentage per transaction, while others may also be charged miscellaneous fees, including fees for chargebacks or returns, monthly minimums, and other miscellaneous services. Revenues also included any up-front fees for the work involved in implementing the basic functionality required to provide electronic payment processing services to a customer. Revenue from such implementation fees was recognized over the term of the related service contract. The Company’s revenue was comprised of monthly recurring services provided to customers, for whom charges are contracted for over a specified period of time. Payments received from customers that are related to future periods are recorded as deferred revenue until the service is provided. |
Cost of Revenues | Cost of Revenues Cost of revenues if any relates to the Company’s consulting service business. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, Share-Based Payment, which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The Financial Accounting Standards Board (“FASB”) also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments non-employees, compensation expense is determined at the measurement date defined as the earlier of; a) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or; b) the date at which the counterparty's performance is complete. The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated, based on the then current fair value, at each subsequent reporting date. |
Research and Development | Research and Development Research and development costs are expensed as incurred. |
Loss per Common Share and Common Share Equivalent | Loss per Common Share and Common Share Equivalent Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. At December 31, 2018, the Company has 42,936,507 and 50,000 potentially dilutive securities outstanding, related to the convertible promissory notes and outstanding stock warrants, respectively, At December 31, 2017, the Company has 548,885 potentially dilutive securities outstanding related to the convertible promissory notes. Those potentially dilutive common stock equivalents were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss during the three months ended December 31, 2018 and 2017. In addition, there were 39,960,798 shares reserved for issuance related to convertible note agreements. |
Foreign Currency Transactions | Foreign Currency Transactions The reporting and functional currency of the Company is the U.S. dollar. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards From time to time, the FASB or other standards setting bodies will issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”). In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” whereby lessees will need to recognize almost all leases on their balance sheet as a right of use of asset and a lease liability. This guidance is effective for interim and annual reporting beginning after December 15, 2018. The Company does not anticipate this ASU to have a material impact on its financial statements on January 1, 2019. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Summary Of Significant Accounting Policies | |
Schedule of Derivative Liabilities at Fair Value | The Company accounts for the following instruments at fair value. At December 31, 2018 At September 30, 2018 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ 537,794 — — $ 589,980 |
Schedule of Fair Value of Derivative Liabilities at fair Value at recurring basis | A roll forward of the level 3 derivative liabilities is as follows: Balance at September 30, 2018 $ 589,980 Initial fair value of conversion option liabilities — Reduction of liability included in loss on debt extinguishment (55,188 ) Loss from change in fair value of conversion option liabilities 3,002 Balance at December 31, 2018 $ 537,794 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of fair value of the derivative liabilities were estimated using the Binomial option pricing method | During the three months ended December 31, 2018 the fair value of the derivative liabilities were estimated using the Binomial option pricing method with the following assumptions: Dividend rate 0 % Term (in years) 0.01 to 0.44 years Volatility 426.08 % Risk-free interest rate 2.44% to 2.56 % |
Schedule of convertible promissory notes | At December 31, 2018 and September 30, 2018, the components of convertible promissory notes, net consisted of the following: December 31, 2018 September 30, 2018 Principal amount of convertible notes $ 260,715 $ 309,976 Debt premium liability 17,630 37,082 Unamortized debt discount (14,882 ) (38,783 ) Convertible notes payable, net – current $ 263,463 $ 308,275 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of carrying amounts of the major classes of these assets and liabilities | The carrying amounts of the major classes of these assets and liabilities as of December 31, 2018 and September 30, 2018 are summarized as follows: December 31 September 30, 2018 2018 Liabilities: Accounts payable $ 742 $ 14,286 Liabilities of discontinued operations $ 742 $ 14,286 |
Schedule of selected financial data for online payment processing services | The following table sets forth for three months ended December 31, 2018 and 2017, indicated selected financial data of the Company’s discontinued operations of its online payment processing services. For the three months ended 2018 2017 Revenues $ — $ 7,029 Cost of sales (2,353 ) (7,421 ) Gross income (loss) (2,353 ) (392 ) Operating expenses — (14,625 ) Loss from discontinued operations $ (2,353 ) $ (15,017 ) |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) | 3 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Entity Incorporation, Date of Incorporation | May 5, 2014 |
Entity Incorporation, State Country Name | Florida |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | |||
Net losses | $ 166,387 | $ 356,046 | |
Net cash used in operations | 43,786 | $ 101,249 | |
Accumulated deficit | 6,557,251 | $ 6,390,864 | |
Stockholders' Equity | 840,193 | 888,693 | |
Federal Deposit Insurance Corporation limits | $ 250,000 | ||
Concentration Risk, Percentage | 96.60% | ||
Prepaid expenses and other current assets | $ 3,000 | $ 7,250 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Fair Value, Inputs, Level 3 [Member] | Derivative Liabilities [Member] | ||
Fair Value of Derivative Liabilities | $ 537,794 | $ 589,980 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Loss from change in fair value of conversion option liabilities | $ (3,002) | $ (202,094) |
Fair Value, Inputs, Level 3 [Member] | Derivative Liabilities [Member] | ||
Fair Value of Derivative Liabilities | 589,980 | |
Initial fair value of conversion option liabilities | ||
Reduction of liability included in loss on debt extinguishment | (55,188) | |
Loss from change in fair value of conversion option liabilities | 3,002 | |
Fair Value of Derivative Liabilities | $ 537,794 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Revenues - related party | $ 0 | $ 3,411 | |
Cyprus | |||
Due to related Party | 3,173 | $ 3,173 | |
Chief Executive Officer | |||
Due to related Party | 10 | $ 10 | |
Board of Directors | |||
Cash Compensation | $ 3,000 | $ 3,500 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Notes Payable [Member] | 3 Months Ended |
Dec. 31, 2018 | |
Dividend rate | 0.00% |
Volatility | 426.08% |
Maximum [Member] | |
Term (in years) | 5 months 8 days |
Risk-free interest rate | 2.56% |
Minimum [Member] | |
Term (in years) | 4 days |
Risk-free interest rate | 2.44% |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details 2) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Convertible Notes Payable | ||
Principal amount of convertible notes | $ 260,715 | $ 309,976 |
Debt premium liability | 17,630 | 37,082 |
Unamortized debt discount | (14,882) | (38,783) |
Convertible notes payable, net - current | $ 263,463 | $ 308,275 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 |
Equity [Abstract] | ||
Preferred stock,par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | Dec. 31, 2018 | Sep. 30, 2018 |
Liabilities: | ||
Accounts payable | $ 742 | $ 14,286 |
Liabilities of discontinued operations | $ 742 | $ 14,286 |
DISCONTINUED OPERATIONS (Deta_2
DISCONTINUED OPERATIONS (Details 2) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenues | $ 7,029 | |
Cost of sales | (2,353) | (7,421) |
Gross income (loss) | (2,353) | (392) |
Operating expenses | (14,625) | |
Loss from discontinued operations | $ (2,353) | $ (15,017) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Common Stock [Member] - Subsequent Event [Member] | 1 Months Ended |
Feb. 07, 2019USD ($)shares | |
Common Stock Shares Issued | $ | $ 98,815 |
Common Stock Shares Issued, Shares | shares | 72,830,070 |